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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. -3-)*
First Financial Caribbean Corporation
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(NAME OF ISSUER)
Common Stock, $1.00 Par Value
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(TITLE OF CLASS OF SECURITIES)
320214109
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(CUSIP NUMBER)
Salomon Levis, F.D. Roosevelt Avenue 1159, Puerto Nuevo, Puerto Rico 00920
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
May 26, 1995
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(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box [ ].
Check the following box if a fee is being paid with the statement [ ].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1: and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
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CUSIP No. 320214109 Page 2 of 7 Pages
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<TABLE>
<S> <C> <C>
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Salomon Levis
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
No shares are being purchased currently
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7 SOLE VOTING POWER
448,484
NUMBER OF --------------------------------------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 12,702
EACH --------------------------------------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 448,484
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10 SHARED DISPOSITIVE POWER
12,702
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
461,186
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.31%
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14 TYPE OF REPORTING PERSON*
IN
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</TABLE>
* SEE INSTRUCTION BEFORE FILLING OUT!
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SCHEDULE 13D ITEMS
ITEM 1. SECURITY AND ISSUER
This Amendment No. 3 amends and supplements the Schedule 13D filed
with the Securities and Exchange Commission by Mr. Salomon Levis ("Mr. Levis"),
with respect to the Common Stock, $1.00 par value (the "Shares"), of First
Financial Caribbean Corporation, a Puerto Rico corporation, having its
principal executive offices at 1159 F.D. Roosevelt Avenue, San Juan, Puerto
Rico 00920 (the "Company") and restates the entire text of said Schedule 13D as
required by Rule 13d-2(c) under the Securities Exchange Act of 1934.
ITEM 2. IDENTITY AND BACKGROUND
(a) The name of the person filing this Schedule is Salomon Levis.
(b) Mr. Levis' principal business address is 1159 F.D. Roosevelt
Avenue, San Juan, Puerto Rico 00920.
(c) Mr. Levis is the Chairman of the Board and Chief Executive
Officer of the Company, a corporation engaged principally in the origination,
servicing, purchase and sale of mortgages on single-family houses, and the
issuance and sale of various mortgage-backed securities.
(d) During the past five years, Mr. Levis has not been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the past five years, Mr. Levis was not a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is
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subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
(f) Mr. Levis is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
As of January 1, 1990, the Company issued 149,400 Shares to Mr. Levis
in exchange for his entering into an agreement with the Company dated November
14, 1988, and the services rendered by Mr. Levis pursuant thereto.
On January 1, 1991, Mr. Levis received 54,842 shares for services
rendered pursuant to an employment agreement with the Company dated February 1,
1990.
The total amount of funds used by Mr. Levis to acquire on June 28,
1990 and November 12, 1992 the Shares described in the third and fourth
paragraphs of Item 5 below was, respectively, $500,000 and $111,000. Mr. Levis
used personal funds to effect the purchase of such Shares.
No additional Shares are being purchased by Mr. Levis currently.
ITEM 4. PURPOSE OF TRANSACTION
The 149,000 shares described in Item 5(a) below were acquired by Mr.
Levis for personal investment in exchange for services rendered pursuant to an
employment agreement with the Company dated November 14, 1988.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of January 10, 1990, Mr. Levis beneficially owned 149,400
shares of Common Stock (51,838 of which Mr. Levis had a right to acquire on
February 1, 1990) which constituted 6.01% of
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the 2,485,230 shares of Common Stock outstanding at January 2, 1990.
Mr. Levis received 54,842 Shares on January 1, 1991 in exchange for
services rendered by him pursuant to the terms of his employment agreement with
the Company dated as of January 1, 1990. Mr. Levis did not pay any additional
consideration for said Shares. As of February 1, 1991, Mr. Levis was the
beneficial owner of 204,242 Shares which constituted 8.00% of the 2,567,860
Shares outstanding as of such date.
On June 28, 1991 Mr. Levis purchased 50,000 shares of the Company's
10 1/2% Cumulative Convertible Preferred Stock, Series A, $1.00 par value (the
"Series A Preferred Stock") pursuant to the exercise of rights distributed by
the Company to the holders of its Common Stock. Prior to the stock split
described below, each share of Series A Preferred Stock was convertible at the
option of the holder at any time at a conversion price of $10 per share
(equivalent to a ratio of one share of Common Stock for each share of Series A
Preferred Stock) subject to adjustment under certain conditions. As of June 28,
1991, Mr. Levis owned 204,242 Shares (not including 6,351 Shares owned by Mr.
Levis' wife at that time) or approximately 7.95% of the 2,567,860 Shares
outstanding as of such date.
On November 12, 1992, Mr. Levis acquired 6,000 Shares in a public
underwritten offering at a price of $18.50 per Share.
On December 10, 1993, Mr. Levis received 216,593 Shares (including
6,351 Shares received by his spouse) as part of a 2-for-1 stock split of the
Company's Common Stock. As a result of the stock split, the conversion price of
the Series A Preferred Stock was adjusted to $5.00 per share (equivalent to a
ratio of two shares of Common Stock for each share of Series A Preferred
Stock).
As of May 26, 1995, Mr. Levis owned 361,186 Shares or approximately
5.01% of the 7,204,708 Shares outstanding as of March 31, 1995. This amount
includes 12,702 Shares owned by Mr. Levis' wife. In addition, if Mr. Levis
were to convert all the shares of Series A Preferred Stock owned by him, he
would own 461,186 Shares or approximately 6.31% of the then outstanding Shares.
The inclusion of the 12,702 Shares owned by Mr. Levis' spouse in this
Schedule 13D shall not be construed as an admission that Mr. Levis is the
beneficial owner of such Shares for purposes of Section 13(d) of the Securities
Exchange Act of 1934.
(b) Except for the 12,702 Shares owned by Mr. Levis' spouse, Mr.
Levis has the sole power to vote or direct the vote and the sole power to
dispose or to direct the disposition of all
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Shares owned by him, subject to the community property laws of the Commonwealth
of Puerto Rico.
(c) On May 26, 1995, Mr. Levis sold 72,000 Shares in the open
market pursuant to Rule 144 of the Securities Act of 1933 at a price of $13.75
per Share. Other than such sale, Mr. Levis did not conduct any transaction in
Shares during the past 60 days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
There are no contracts, arrangements or understandings between Mr.
Levis and any other person with respect to any Shares.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1.1 - Agreement dated November 14, 1988 between Mr. Salomon
Levis and First Financial Caribbean Corporation.*
Exhibit 1.2 - Employment Agreement between First Financial Caribbean
Corporation and Mr. Salomon Levis, dated as of January 1, 1990 (incorporated by
reference to Part III, Item 10.1 of the Exhibits to the Corporation's Annual
Report on Form 10-K for the fiscal year ended December 31, 1989, File No.
0-17224).*
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* Previously filed with original Schedule 13D and Amendment No. 1 to
this Schedule 13D.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
By: /s/ Salomon Levis
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Salomon Levis
Date: June 4, 1995
